Odyssey Marine Exploration (OMEX) Announces Amended and Restated Joint Venture Agreement

Major Milestone in Mexican Offshore Phosphate Project Progress

Date: February 27, 2026

Company: Odyssey Marine Exploration, Inc. (NASDAQ: OMEX)

Filing: Form 8-K – Entry into Material Definitive Agreement

Key Points of the Report

• Odyssey Marine Exploration, Inc. (OMEX) has entered into an Amended and Restated Joint Venture (JV) Agreement with Capital Latinoamericano, S.A. de C.V., Oceanica Resources, S. de R.L., Oceánica Resources México, S. de R.L. de C.V., and Phosagmex, S.A.P.I. de C.V.
• The agreement focuses on the continued development of a major offshore phosphate mining project in Mexico, which has been the subject of significant regulatory and legal challenges in recent years.
• Key operational and developmental milestones are outlined, including obtaining the reversal of previous mining concession cancellations, securing environmental permits, and progressing toward commercial operations.
• The agreement includes mutual obligations and roles for both OMEX and its JV partners, with each party leading different aspects of regulatory, technical, financial, and operational development for the project.
• Important corporate governance and anti-corruption measures are included, with explicit requirements for compliance and transparency.

Details Investors Need to Know

• Restated JV Agreement:
  • The new agreement replaces the original JV agreement and reflects modifications in the parties’ approach, particularly in light of the recent regulatory and legal environment in Mexico.
  • It provides for the immediate closing of the transaction upon execution, including the assignment of mining concessions and updated shareholder agreements.
• Key Milestones and Conditions:
  • Formation of the JV entity and completion of initial capital contributions from both OMEX and its Mexican partner.
  • Establishment of project development working groups and the execution of an assignment agreement for the mining concessions.
  • Obtaining court orders to annul the 2024 cancellations of the mining concessions, which is critical to the project’s viability.
  • Entering exclusive agreements with dredging and processing service providers to advance project development.
  • Refining the commercial dredging program to optimize operations and minimize environmental impact.
  • Engagement of a consultant to prepare and substantially complete an environmental impact assessment (MIA Application), which is a key regulatory requirement for the project.
  • Development of a comprehensive business plan, financial models, and completion of initial product testing.
  • Ongoing engagement with government officials and potential counterparties to secure necessary approvals and facilitate project progress.
• Roles and Obligations:
  • CapLat (Mexican Partner): Leads interactions with government authorities, regulatory approvals, and community engagement; provides guidance for compliance with Mexican laws, especially environmental regulations; introduces the JV to financial institutions in Mexico.
  • Odyssey Marine Exploration (OMEX): Leads technical, environmental, and commercial development, including preparation of detailed dredging plans, environmental studies, and market analysis; introduces the JV to financial institutions in the US.
  • Joint Obligations: Both parties are committed to maximizing project profitability, ensuring legal compliance, minimizing tax liabilities, and establishing frameworks for transporting, processing, and selling phosphate on domestic and international markets.
• Corporate Governance:
  • The agreement includes robust anti-bribery and anti-corruption provisions, requiring all parties to comply fully with applicable laws.
  • A restated shareholder agreement and updated bylaws will govern the relationship between the parties going forward.
• Potentially Price-Sensitive Information:
  • The annulment of the 2024 concession cancellations is crucial; if not secured, the project may not proceed, which would significantly impact OMEX’s value proposition.
  • Obtaining the environmental permit (MIA) is another critical milestone; delays or denials could materially affect the project’s timeline and viability.
  • Successful execution of this JV and securing all regulatory and legal approvals could unlock substantial value for OMEX shareholders, given the size and scope of the offshore phosphate resource.
  • Failure to achieve these milestones would likely have a negative impact on the share price due to the binary nature of the project’s risk.
• Signatories:
  • The agreement is signed by Mark D. Gordon, Chairman and CEO of Odyssey Marine Exploration, and representatives from the other JV partners, confirming top-level commitment to the JV’s success.

What This Means for Shareholders

This amended and restated JV agreement represents a significant inflection point for Odyssey Marine Exploration. The company is reaffirming its commitment to a large-scale offshore phosphate project, which, if successful, could provide a transformative source of future revenue and profit. However, the project is contingent on the reversal of past concession cancellations and the successful navigation of Mexico’s regulatory environment. These are binary, high-impact events that are likely to drive major share price movements, either positive or negative, depending on the outcome.

Shareholders should closely monitor updates related to the Mexican courts’ decisions on concession validity, progress on environmental permitting, and the signing of critical commercial agreements. Each of these milestones presents both risk and opportunity for OMEX investors.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own research and consult with a qualified financial advisor before making any investment decisions. The information is based on filings and data available as of February 27, 2026, and is subject to change without notice.

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